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SUBSEQUENT EVENTS | 6 Months Ended
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Sep. 30, 2017
Subsequent Events [Abstract] |
Subsequent Events | SUBSEQUENT EVENTS On November 1, 2017, the Company consummated the transactions pursuant to the Stock Purchase Agreement (See Note 1 "Nature of Operations and Liquidity and Retirement of the Convertible Notes"). Accordingly, the Company issued and sold an aggregate of 20,000,000 shares of Class A common stock for an aggregate purchase price of $30.0 million, including 19,666,667 shares to a strategic partner and 333,333 shares of Common Stock to Christopher J. McGurk, the Company’s Chief Executive Officer. The sale of shares to Mr. McGurk was contemplated by the Stock Purchase Agreement and made pursuant to a separate stock purchase agreement (the “McGurk Agreement”) dated as of November 1, 2017 by and between the Company and Mr. McGurk. Mr. McGurk’s purchase price was paid by the cancellation of his second secured lien notes previously issued to Mr. McGurk pursuant to the Loan Agreement. The shares issued and sold to the strategic partner and Mr. McGurk are referred to as the “Private Placement Shares.” The receipt of the Committee on Foreign Investment in the United States ("CFIUS") approval, which was a condition to closing the transactions under the Stock Purchase Agreement, was waived by Bison, in its sole discretion, as of November 1, 2017 (the “Waiver”). The Waiver provided for the closing of the transactions prior to a final CFIUS determination on the condition that the Purchase Price (as defined therein) paid by the strategic partner for its Private Placement Shares be returned within fifteen (15) days if: (i) CFIUS subsequently approved the transactions contemplated by the Stock Purchase Agreement (as defined therein), but, as part of such approval, imposed measures to mitigate national security concerns that the strategic partner reasonably deems to be unacceptable; or (ii) CFIUS refused to grant approval of the Transactions or required that the strategic partner divest its investment in the Company. On November 1, 2017, the Company also completed the transactions contemplated by the Exchange Agreements. Under the Exchange Agreements, on November 1, 2017, an aggregate of $46.3 million principal amount of Convertible Notes were exchanged by the holders thereof in exchange for aggregate cash payments of $17.1 million, plus accrued and unpaid interest on such Notes at the time of exchange, and 2,221,457 shares of Class A Common Stock. In total pursuant to the Exchange Agreements, from July 10, 2017 through November 1, 2017, a total of $50.1 million principal amount of Convertible Notes were surrendered for retirement in exchange for aggregate cash payments of $17.1 million, plus accrued and unpaid interest on such Notes at the time of exchange, 3,536,783 shares of Class A Common Stock and $1.5 million principal amount of second lien notes issued pursuant to the Loan Agreement. All surrendered Convertible Notes were immediately retired. The proceeds from the sale of the Private Placement Shares were used, in part, for cash payments under the Notes Exchange, and the remainder will be used for working capital and other general corporate purposes. In connection with the consummation of the Transactions, on November 1, 2017, the Company entered into a registration rights agreement pursuant to which it agreed to register the resale of the Private Placement Shares (the “Registration Rights Agreement”). In accordance with the Stock Purchase Agreement, at the closing of the transactions on November 1, 2017, the number of directors of the Board was set at seven (7) and Mr. Peixin Xu and Mr. Peng Jin, both designated by the strategic partner, were appointed as directors to serve on the Board. On November 1, 2017, the Company also entered into separate voting agreements with certain holders of Class A Common Stock, consisting primarily of members of the Board and management (the “Voting Agreements”), pursuant to which each such holder agreed to vote shares of Common Stock owned or controlled by him in favor of the strategic partner’s designees to the Board in future elections, among other things, subject to the terms thereof. The McGurk Agreement, Registration Rights Agreement and Voting Agreements contain representations, warranties, covenants and events of default as are customary for transactions of this type and nature. On October 31, 2017, the Company filed a Fifth Amended and Restated Certificate of Incorporation, pursuant to which (i) the number of shares of Common Stock authorized for issuance was increased to 60,000,000 shares, (ii) there were no changes to the previously authorized 15,000,000 shares of preferred stock, (iii) share transfer restrictions under Article Fourth were eliminated and (iv) two inactive classes of capital stock, the Class B common stock and the Series B Junior Participating preferred stock, were eliminated. In connection with the sale of the Convertible Notes in April 2015, the Company and Société Générale (the “Forward Counterparty”) entered into a forward purchase contract, pursuant to which the Company purchased 1,179,138 shares of Class A Common Stock from the Forward Counterparty for settlement on or about the fifth anniversary of the issuance of the Convertible Notes. The Forward Counterparty, in accordance with its option to settle the shares, in whole or in part, at any time prior to the final settlement date, settled 601,907 shares on November 6, 2017. On November 7, 2017, the Company paid out $1.3 million in bonuses to their officers and key employees. These bonuses were paid in conjunction with the Bison transaction, and consistent with the Management Annual Incentive Plan ("MAIP") allocations. Such MAIP plan is intended to reward employees based on the performance of the overall company and their respective divisions. On November 7, 2017, we exchanged the remaining balance of $0.5 million of Convertible Notes with the holder in exchange for cash and the Convertible Notes were immediately retired. On November 9, 2017, we entered into an amendment to maintain the minimum liquidity at $0.8 million until the maturity date of the Revolving Maturity date. This amendment also reduced the revolving aggregate maximum credit amount by $2.0 million on each of January 31, 2018 and February 28, 2018 if the outstanding obligations are not repaid in full by such date. As of November 14, 2017, the maximum principal amount available under the Cinedigm Credit Agreement was reduced to $11.8 million from $17.1 million.

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- Definition The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business. + References Reference 1: http://www.xbrl.org/2003/role/presentationRef -Publisher FASB -Name Accounting Standards Codification -Topic 855 -URI http://asc.fasb.org/topic&trid=2122774 + Details
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